1. The sales reported on this Form 4 were sold by the reporting person pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 3,2017.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.725 to $16.45, inclusive. The reporting person undertakes to provide Quotient Technology Inc., any security holder of Quotient Technology Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. These shares are held directly by the SMSEJ Family Trust U/A dated July 18, 2005 of which Mr. Boal is a co-trustee.

4. These shares are held directly by Steven R Boal TTEE of the Steven R Boal Annuity Trust dated December 6, 2013.

5. These shares are held directly by Steven R Boal TTEE of the Michelle L Boal Annuity Trust dated December 6, 2013.

6. These shares are held directly by Stuart Shiff TTEE of the EBB 2011 Trust dated September 23, 2011.

7. These shares are held directly by Stuart Shiff TTEE of the JMB 2011 Trust dated September 23, 2011.

8. These shares are held directly by Stuart Shiff TTEE of the SEB 2011 Trust dated September 23, 2011.

/s/Margaret Tong Atty-in-Fact for Steven R. Boal

09/19/2017

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).